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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Butler Manufacturing Company
(Exact name of registrant as specified in its charter)
Delaware 44-0188420
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(State of incorporation or organization) (IRS Employer
Identification No.)
BMA Tower, Penn Valley Park, Kansas City, Mo 64141-0917
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Preferred Share Purchase Rights
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On September 20, 1988, the Board of Directors of Butler Manufacturing
Company (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, without par value,
of the Company (the "Common Shares"). The distribution was made as of September
30, 1988 to stockholders of record on that date (the "Record Date"). Each Right,
as adjusted for a three for two stock split on July 1, 1995, entitles the
registered holder to purchase from the Company two thirds (.667) of
one-hundredth of a share of Series A, Class 1 Preferred Stock, without par value
of the Company (the "Preferred Shares") at a price of $100 per one one-hundredth
of a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and UMB Bank, n.a., as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons have
acquired beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 20% or more of
such outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of a Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 30, 1998 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed by
the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend pay ment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right,
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that number of shares of common stock of the acquiring company which at the time
of such transaction will have a market value of two times the exercise price of
the Right. In the event that any person or group of affiliated or associated
persons becomes the beneficial owner of 15% or more of the outstanding Common
Shares each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right. The Board is also permitted, after
the Rights become exercisable for common stock, to substitute a common stock
equivalent preferred stock in the event the Company is not able to authorize
sufficient shares of common stock.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one Common Share, or two-thirds (.667)
of one-hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.00667 per Right (the "Redemption
Price"). The redemption of the rights may be made effective at such time on such
basis and with such conditions as the Board of Directors in its sole discretion
may establish. immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
any percentage greater than the largest percentage of the outstanding Common
Shares then known to the Company to be beneficially owned by any person or group
of affiliated or associated persons and (ii) 15%, except that from and after
such time as any person becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at
$.00667 per Right prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the Common Shares.
The form of Rights Agreement, and an amendment thereto dated as of June
19, 1990, between the Company and the Rights Agent specifying the terms of the
Rights and showing the form of Right Certificate, are attached hereto as
exhibits and incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to such exhibits.
Item 2. Exhibit.
1. Form of Rights Agreement dated as of September 20,
1988 between Butler Manufacturing Company and UMB
Bank, n.a., as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Form 8-A
dated September 20, 1988, registering Preferred Share
Purchase Rights under Section 12(g) of the Act).
1.a Amendment to Rights Agreement, dated as of June 19,
1990, between Butler Manufacturing Company and UMB
Bank, n.a. amending the Rights Agreement dated as of
September 20, 1988 between Butler Manufacturing
Company and UMB Bank, n.a., as Rights Agent
(incorporated by reference to Exhibit 1 to Amendment
No. 2 to the Company's Form 8-A dated September 20,
1988 on Form 8 dated June 27, 1990).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
BUTLER MANUFACTURING COMPANY
By /s/ Richard O. Ballentine
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Richard O. Ballentine
Vice President, General Counsel and
Secretary
Dated: October 8, 1996
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EXHIBIT INDEX
Exhibit Number Exhibit Description
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1. Form of Rights Agreement dated as of September 20,
1988 between Butler Manufacturing Company and UMB
Bank, n.a., as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Form 8-A
dated September 20, 1988, registering Preferred Share
Purchase Rights under Section 12(g) of the Act).
1.a Amendment to Rights Agreement, dated as of June 19,
1990, between Butler Manufacturing Company and UMB
Bank, n.a. amending the Rights Agreement dated as of
September 20, 1988 between Butler Manufacturing
Company and UMB Bank, n.a., as Rights Agent
(incorporated by reference to Exhibit 1 to Amendment
No. 2 to the Company's Form 8-A dated September 20,
1988 on Form 8 dated June 27, 1990).
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